Retainer Client Agreement Document

RETAINER CLIENT AGREEMENT

This Retainer Agreement ("Agreement") is made and entered into as of Effective Date: by and between Attorney/Firm Name: , with principal place of business at ("Firm"), and Client Name: , with address at ("Client").

RECITALS

WHEREAS, Client desires to retain Firm to provide legal services in connection with the matter described below; and

WHEREAS, Firm represents that it is duly licensed and qualified to provide such legal services and is willing to act on Client's behalf under the terms and conditions set forth herein; and

WHEREAS, the parties desire to memorialize their agreement regarding scope, fees, retainer handling and other terms governing the attorney-client relationship.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby retains Firm to provide legal services as set forth in this Agreement and Firm accepts such engagement pursuant to the terms herein.

1.3 Excluded Services. Unless expressly stated in the Description of Matter, the engagement does not include appeals, separate transactional work, or services arising from conflicts not identified at the time of signing; such services will require a separate written agreement.

2. RETAINER; FEES; COSTS

2.1 Retainer Amount. Client shall pay an initial retainer in the amount of $ to be held in Firm's client trust account and applied against fees and costs as earned and incurred.

2.2 Fee Rates. Professional services will be billed at the following rates: Lead Attorney $ per hour; Associate Attorney $ per hour. Firm may adjust hourly rates upon reasonable written notice to Client.

2.3 Costs and Disbursements. Client shall be responsible for all out‑of‑pocket expenses incurred on Client's behalf, including filing fees, court costs, expert fees, deposition costs, travel, courier and similar expenses. Such costs may be advanced by Firm and billed to Client.

3. BILLING; INVOICES; PAYMENT

3.1 Billing Period; Statements. Firm will render statements for services and costs monthly (or at such other intervals as set forth below) and shall provide reasonable detail of services rendered, the identity of persons performing work, time expended and expenses incurred.

3.2 Payment Terms. Payment is due within days of invoice. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Application of Retainer. The retainer will be applied first to outstanding invoices for fees and costs. Client must replenish the retainer to the initial amount upon request within 10 days of notice.

4. CLIENT COOPERATION; AUTHORITY

4.1 Cooperation. Client agrees to cooperate, provide complete and accurate information, attend meetings, execute documents and otherwise assist Firm in the timely and efficient performance of its services. Failure to cooperate may be grounds for termination.

5. CONFIDENTIALITY AND PRIVILEGE

Firm shall maintain in confidence all information obtained from Client in the course of representation to the extent required by applicable law and professional rules. Communications made for the purpose of obtaining or delivering legal assistance are protected by the attorney‑client privilege and shall not be disclosed except as authorized by Client or required by law.

6. CONFLICTS; INDEPENDENCE

Firm represents that it has conducted a conflicts check based on information provided by Client. Client acknowledges the continuing duty to advise Firm of facts that may affect conflicts. Firm's provision of legal services is limited to legal representation; Firm does not guarantee outcomes and will exercise professional judgment in Client's best interests.

7. TERM; TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until completion of the services, unless earlier terminated as provided herein.

7.2 Termination. Either party may terminate this Agreement upon written notice. Upon termination, Client shall pay for all services rendered and costs incurred through the termination date. Firm shall promptly deliver an accounting of fees, costs, and any unused portion of the retainer; any remaining funds will be returned to Client after satisfaction of outstanding obligations and applicable handling.

8. FILES; RECORDS; RETENTION

Upon termination or conclusion of representation, Firm will retain Client files for a reasonable period in accordance with professional obligations. Client may request delivery of the file or originals; Firm may charge a reasonable fee for copying and delivery. Unless Client requests transfer or delivery, Firm may destroy files after a retention period not less than two years.

9. LIMITATION OF LIABILITY; NO GUARANTEE

Firm shall exercise reasonable skill and care in performing services. Except as required by law, Firm disclaims all warranties and makes no guarantee of any particular result. To the maximum extent permitted by law, Firm’s liability for any claim arising out of or related to this Agreement shall be limited to the fees paid by Client to Firm under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by written notice).

11. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the substantive laws of the state specified below without regard to conflict of laws principles. Any dispute arising under this Agreement shall first be referred to senior counsel of each party for good faith negotiation. If negotiation fails, either party may pursue remedies in a court of competent jurisdiction in the designated state.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a signed writing executed by both parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and together constitute one instrument.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any written fee schedules or attached exhibits, constitutes the entire agreement between the parties and supersedes all prior discussions and agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

14. MISCELLANEOUS

The parties acknowledge receipt of a copy of this Agreement and attest that they have authority to enter into this Agreement. Nothing in this Agreement creates an employment relationship; Firm acts as an independent contractor to Client for purposes of this engagement.

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